Assignment And Assumption Of Membership Interest Template for New Zealand

1. Tax Matters: Include when specific tax allocations or obligations need to be addressed

2. Regulatory Approvals: Include when the transfer requires specific regulatory or governmental approvals

3. Non-Competition: Include when the assignor needs to be restricted from competing post-transfer

4. Confidentiality: Include when specific confidentiality obligations need to be imposed

5. Indemnification: Include when specific indemnification provisions are required beyond standard representations

6. Dispute Resolution: Include when specific dispute resolution mechanisms (mediation/arbitration) are preferred

7. Third Party Consents: Include when additional third party approvals are required

8. Continued Liability: Include when addressing ongoing liability of the assignor for pre-transfer obligations

1. Schedule 1 - Membership Interest Details: Detailed description of the membership interest being transferred

2. Schedule 2 - Purchase Price Calculation: Breakdown of consideration and payment terms if complex

3. Schedule 3 - Company Documents: Relevant company constitutional documents and existing agreements

4. Schedule 4 - Required Consents: List of required third-party or regulatory consents

5. Appendix A - Transfer Forms: Official forms required for recording the transfer

6. Appendix B - Company Resolution: Company resolution approving the transfer

7. Appendix C - Existing Obligations: List of existing obligations attached to the membership interest